Master Services Agreement (SaaS)

“Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the outstanding voting securities (but only for as long as such entity meets these requirements).

“Caller” means any caller that calls into Customer’s non-emergency or emergency number (depending on the Service used) that utilizes the Platform.

“Caller Data” means any data and information made available by a Caller to Aurelian in connection with Aurelian’s performance of the Services.

“Content” means content, data, and information that is owned by Aurelian or any of its licensors that is provided or made available by Aurelian through use of the Platform or as part of or in connection with Aurelian’s provision of Services. Content does not include Customer Data.

“Customer Data” means the electronic data and information input into the Platform by or on behalf of Customer. Customer Data includes Caller Data but does not include Usage Data or Aggregated Data.

“Documentation” means any user materials, instructions, and specifications made available by Aurelian to Customer for the Services.

“Implementation Services” means Aurelian’s standard implementation and set up services for the Platform.

“Order” means any written order document executed by Aurelian and Customer setting forth the terms and conditions relating to the Services. Each Order is incorporated by reference into this Agreement.

“Personal Information” means Customer Data that constitutes “personal information,” “personal data,” or “personally identifiable information” as such terms are defined under applicable law.

“Platform” means the Aurelian’s proprietary platform utilized by Aurelian to provide the Software to Customer under this Agreement. The Platform does not include Customer’s connectivity equipment, internet and network connections, hardware, software and other equipment as may be necessary for Customer and its Users to connect to and obtain access to the Platform or to utilize the Services.

“Services” means, collectively, Implementation Services, access to the Platform, Support Services, and the other services made available on, by, or through the Platform by Aurelian under this Agreement.

“Software” means Aurelian’s proprietary software as a service offering as set forth in the applicable Order and made available through remote access by Aurelian to Customer and Users as part of the Platform, including any modifications, updates, improvements, configurations, and enhancements thereto.

“Support Services” means Aurelian’s standard technical support and Software maintenance.

“Usage Data” means any content, data, or information that is collected or produced by the Platform in connection with use of the Services that does not identify Customer, its Users, or Callers, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Platform.

“Users” means Customer’s employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer.

"Force Majeure" means any event or circumstance beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes or other labor disturbances, embargoes, government orders or regulations, epidemics, pandemics, or failures of suppliers, subcontractors, or carriers, which prevents or delays the affected party from performing its obligations under this Agreement.

Provision of Services. Subject to the terms and conditions of this Agreement, Aurelian shall provide the Services to Customer and its Users. Aurelian has valid and effective agreements with all vendors and providers of technology (including AI platforms) (“Vendor Systems”) sufficient to allow Aurelian to use the Vendor Systems as part of the Services.

Cooperation. Customer shall supply to Aurelian the Customer Data along with access and personnel resources that Aurelian reasonably requests in order for Aurelian to provide the Services.